Honeywell 2007 Annual Report Download - page 159

or next following the date the fractional Units equal at least 1.0 and will be paid in accordance with Section 5, and the fractional Units in excess of
1.0 will continue to accumulate unvested. Any fractional Units remaining on the last vesting date will vest and be paid in cash.]
Your vested right will be calculated on the earliest of (a) the relevant anniversary of the Date of Grant, (b) upon your Termination of Employment,
other than by reason of your Full Retirement, death, Disability, or (c) the occurrence of a Change in Control. No partial credit will be given for
partial years of employment.
5. Form and Timing of Payment. Vested Restricted Units will be redeemed solely for Shares. [FOLLOWING INCLUDED AT COMMITTEE'S
DISCRETION: Except as otherwise determined by the Management Development and Compensation Committee (the "Committee"), in its sole
discretion, vested Additional Restricted Units will be redeemed solely for Shares.] [Subject to a deferral election made pursuant to Section 6,]
payment on vested Restricted Units [and Additional Restricted Units] will be made as soon as practicable following the lapse of the restrictions on
the Restricted Units [and Additional Restricted Units] but in no event later than two and one-half (2-1/2) months following the end of the calendar
year in which the restrictions lapse. [FOLLOWING INCLUDED AT COMMITTEE'S DISCRETION: You cannot defer payment of the Restricted
Units [or Additional Restricted Units]].
6. [FOLLOWING INCLUDED AT COMMITTEE'S DISCRETION:Deferral of Payment. If you would like to defer payment on the Restricted
Units [and related Additional Restricted Units], you may make a request to the Committee in writing in the form and at the time designated by the
Committee. You must submit a suggested payment schedule with the request for deferral. The Committee may, in its sole discretion, determine
whether to permit deferral of payment in the manner requested. If the Committee does not accept your proposed payment schedule, then payment
will be made as provided in Section 5. [All Additional Restricted Units will be subject to the same deferral restrictions as the Restricted Units to
which they relate.] Except as otherwise determined by the Committee, dividend equivalents credited on deferred Restricted Units [and deferred
Additional Restricted Units] will be paid in cash as soon as practicable following the date such dividend equivalents are credited but in no event
later than 2-1/2 months following the end of the year in which the dividend equivalents vest.]
7. Termination of Employment. Any Restricted Units [and Additional Restricted Units] that have not vested as of your Termination of
Employment, other than by reason of your Full Retirement, death or Disability, or a Change in Control, will immediately be forfeited, and your
rights with respect to these Restricted Units [and Additional Restricted Units] will end. For purposes of this Agreement, if your employment is
terminated under circumstances that entitle you to severance benefits under a severance plan of the Company or an Affiliate in which you
participate, "Termination of Employment" refers to the date immediately prior to the date severance benefits become payable under the terms of
the severance plan. If your employment is terminated under any other circumstances and you are not entitled to
2/8